<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a8kggall.txt
<DESCRIPTION>AMENDED ALLIANCE AGREEMENT 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)
                 June 11, 2002         (May 23, 2002)

                            Seneca Foods Corporation
                            ------------------------
             (Exact name of registrant as specified in its charter)

                   New York                 0-1989       16-0733425
                   --------                 ------       ----------
         (State or other jurisdiction of (Commission (I. R. S. Employer
         incorporation or organization) File Number) Identification No.)

                 3736 South Main Street, Marion, New York 14505
                 ---------------------------------------- -----
               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 315/926-8100
                                                            ------------


                                 Not Applicable
                                 --------------
               Former name, former address and former fiscal year,
                          if changed since last report


<PAGE>


                                    Form 8-K

                            Seneca Foods Corporation


Item 5. Other Events

     The Company has an Alliance Agreement with The Pillsbury  Company,  whereby
the Company processes canned and frozen vegetables for Pillsbury under the Green
Giant brand name.  Pillsbury  continues to be responsible  for all of the sales,
marketing  and  customer  service  functions  for the Green Giant  products.  In
October  2001,  General  Mills,  Inc.  acquired  Pillsbury  from Diageo PLC. The
Alliance Agreement has a remaining term of thirteen years.

     On May 23, 2002, the Company, Pillsbury, General Mills Operations, Inc. and
General Mills, Inc. entered into an amendment to the Alliance Agreement pursuant
to which certain  provisions were modified to (i) assign  Pillsbury's rights and
obligations  under the Alliance  Agreement  to General  Mills  Operations,  Inc.
("GMOI"), which is an indirect,  wholly-owned subsidiary of General Mills, Inc.;
(ii)  accelerate  the timing of the  obligation of GMOI to purchase  Green Giant
inventory  from the Company by requiring that such inventory be purchased at the
end of each  commodity  production  cycle (e.g.  corn,  peas,  green beans,  and
asparagus);  and (iii)  substitute  General  Mills,  Inc.  for Diageo PLC as the
guarantor of GMOI's obligations under the Alliance Agreement.

Item 7. Financial Statements and Exhibits

     The "Agreement to Amend First Amended and Restated  Alliance  Agreement" is
included  as  Exhibit  10  in  this   filing.   Registrant   agrees  to  furnish
supplementally  to the Securities  and Exchange  Commission on request a copy of
any omitted exhibit to this agreement.


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                 Seneca Foods Corporation
                                                 ------------------------
                                                      (Registrant)

                                                 /s/Kraig H. Kayser
                                                 ------------------------
June 11, 2002                                    Kraig H. Kayser
                                                 President and
                                                   Chief Executive Officer




</TEXT>
</DOCUMENT>
